Unvalidated References: Companies Act Companies Act 1997 Companies Act Companies Act 1997 Companies Act 1997 Companies Act 1997 Companies Act 1997

Unvalidated References: Companies Act Companies Act 1997 Companies Act Companies Act 1997 Companies Act 1997 Companies Act 1997 Companies Act 1997

This reprint of this Statutory Instrument incorporates all amendments, if any, made before25 November 2006 and in force at 1 July 2001.... Legislative Counsel Dated 25 November 2006 INDEPENDENT STATE OF PAPUA NEW GUINEA. Chapter 146. Companies Rules

ARRANGEMENT OF SECTIONS. PART I PRELIMINARY. 1. Interpretation. the Act the Court filed lawyer liquidator the list of contributories the Registrar the Registry 2. General Rules and practice of National Court to apply. 3. Title of proceedings. 4. Exclusive powers of Registrar. 5. References by Registrar to the Court. 6. Appeals from Registrar. 7. Proceedings attached to office of Registrar. 8. Filing of documents. 9. Preparation of petitions, etc. 10. Service of petition, etc. 11. Mode of service, gazettal, etc. 12. Inquiry and certificate as to meetings ordered by the Court. 13. Forms. PART II PETITIONS. 14. Applications required to be by petition. 15. Presentation of petition. 16. Verification of petition. 17. Endorsement of time and place of hearing. 18. Service of petition. 19. Copy of petition for member or creditor. 20. Notice of intention to appear. 21. List of persons intending to appear. 22. Affidavits opposing the petition, and in reply. 23. Substitution of another person as petitioner. PART III REDUCTION OF CAPITAL. 24. Application of Part III. 25. Application for directions. 26. Powers of Registrar. 27. Filing affidavits verifying lists of creditors. 28. Publication of list of creditors. 29. Notice of petition, order and list of creditors, etc. 30. Barring of late claims. 31. Affidavit verifying list.

Companies Rules s. 1. 32. Settlement of list of creditors. 33. Proof of debt. 34. Adjournment of hearing, etc. 35. Creditors costs. 36. Creditors wrongly listed as consenting. 37. Registrar s certificate. 38. Date for hearing of petition. 39. Appearance by dissenting creditor. 40. Hearing. 41. Order confirming reduction. PART IV WINDING-UP BY THE COURT AND APPLICATIONS UNDER SECTION 186 OF THE ACT. 42. Application of Part IV. 43. Advertisement of petition. 44. Nomination of official liquidator by Registrar. 45. Attendance on Registrar. 46. Notice of winding-up order. 47. Order appointing provisional liquidator. PART V MOTIONS. 48. Applications required to be by motion. 49. Notice of motion. PART VI SUMMONSES. 50. Applications required to be by summons. 51. Applications to be made to the Registrar. 52. Summonses to be supported by affidavit. 53. Summons for directions by liquidator. PART VII LIQUIDATORS REPORTS. 54. Contents of liquidators reports. 55. Reports to be made by liquidators. 56. Consideration of reports under Section 252(2) of the Act. PART VIII EXAMINATIONS. 57. Applications for examinations under Sections 267 and 269 of the Act. 58. Applications for examinations under Section 268 of the Act. 59. Applications for examinations under Section 297 of the Act. 60. Liquidator at examinations under Sections 267 and 269 of the Act. 61. Application for appointment. 62. Notice of appointment to creditors and contributories. 63. Examinations under Sections 267, 268 and 269 of the Act. 64. Notes of examinations and powers of Commissioner. 65. Notes of depositions. 66. Failure to attend or absconding. PART IX ORDERS. 67. Settling and issuing orders. 68. Documents required for settling order. 3

s. 1. Companies Rules 69. Delivery of office copy of order confirming issue of shares at discount to Registrar of Companies. PART X POWERS AND DUTIES OF LIQUIDATOR AND PROCEEDINGS IN WINDING-UP BY THE COURT. 70. Liquidators as officers of Court. 71. Attendance of listed contributories at proceedings. 72. Liquidator s attendance at proceedings. 73. Statement of affairs. 74. Costs of preparing statement of affairs. 75. Liquidator s bank account. 76. Moneys, etc., received to be deposited in trust account. 77. Payment into Court of trust account moneys. 78. Directions as to money. 79. Application for appointment of special manager. 80. Special manager s accounts. 81. Security by special manager. 82. Failure to give or keep up security. PART XI MAKING AND SETTLING LIST OF CONTRIBUTORIES IN A WINDING-UP BY THE COURT. 83. Settlement of provisional list of contributories. 84. Notice of appointment for settlement. 85. Objections to be heard and list settled. 86. Supplementary list. 87. Notice of supplementary list. 88. Objection to list of contributories. PART XII COLLECTION AND DISTRIBUTION OF ASSETS IN A WINDING-UP BY THE COURT. 89. Duties of liquidator. 90. Transfer of property. 91. Calls by liquidator. 92. Application to Court for leave to make a call. 93. Notice of call. 94. Enforcement of call. PART XIII FIXING TIME WITHIN WHICH DEBTS, CLAIMS AND LIABILITIES MUST BE PROVED. 95. Notice as to date by which debts to be proved. 96. Time for dealing with proofs by liquidator. 97. Proof admitted improperly. 98. Expunging of proof on application by creditor or contributory. 99. Administration of oaths, etc. 100. Monthly list of proofs. 101. Procedure where creditor appeals. 102. Costs of appeal. PART XIV RELEASE AND RESIGNATION OF LIQUIDATOR. 103. Notice of liquidator s intention to apply for release. 4

Companies Rules s. 1. 104. Meeting of creditors and contributories to consider resignation of liquidator. PART XV TRANSFERS OF ACTIONS AND PROCEEDINGS. 105. Orders for transfer of proceedings. PART XVI COSTS. 106. Submission of bill of costs by employees to liquidator for taxation. 107. Notice of appointment to tax. 108. Supply of copy of bill of costs to liquidator. 109. Issue of allowance or certificate of taxation. 110. Liquidator s certificate as to special terms of remuneration to employee. 111. Allowances for performance by other persons of liquidators and special managers duties. 112. Application for costs after proceedings concluded. 113. Dispensing with taxation of small bills. SCHEDULE 1 LIST OF FORMS. SCHEDULE 2 FORMS. Companies Rules MADE under the Companies Act (Chapter 146) and continued in force by Section 440(3) of the Companies Act 1997. Dated 200. PART I. PRELIMINARY. 1. INTERPRETATION. (1) In these Rules, unless the contrary intention appears the Act means the Companies Act 1997 and the regulations made under that Act; the Court means the National Court; filed means filed in the Registry; lawyer, in relation to any party to proceedings under these Rules, includes any lawyer acting as agent for the lawyer in the proceedings; liquidator includes a provisional liquidator; the list of contributories, in relation to a company, means the list settled and certified under Section 85; the Registrar means the Registrar or a Deputy Registrar of the National Court; the Registry means the Registry of the National Court. 5

s. 2. Companies Rules (2) Subject to Subsection (1), except where the contrary intention appears, words and expressions used in these Rules have the same respective meanings as in the Act. 2. GENERAL RULES AND PRACTICE OF NATIONAL COURT TO APPLY. Subject to the Companies Act 1997 and these Rules, the Rules of Court of the National Court and the general practice of that Court, including the course of procedure and practice in chambers, apply in relation to proceedings to which these Rules relate as far as is practicable. 3. TITLE OF PROCEEDINGS. Every petition, notice of motion and summons and all notices, affidavits and other documents in any proceedings under the Act shall be entitled In the National Court of Papua New Guinea, in the matter of the Companies Act 1997, and in the matter of... (the company to which the proceeding relates) with the addition of the words in liquidation where the company is in liquidation. 4. EXCLUSIVE POWERS OF REGISTRAR. No matter that is authorized by or under these Rules to be heard and determined by the Registrar may be brought before the Court or a Judge except (a) on a reference from the Registrar; or (b) on an appeal under Section 6; or (c) by special leave of the Court or Judge. 5. REFERENCES BY REGISTRAR TO THE COURT. If any matter brought before the Registrar appears to him proper for the decision of a Judge, the Registrar may, and when required by any party shall, refer the matter to a Judge, and the Judge may dispose of the matter or refer it back to the Registrar with such directions as he thinks proper. 6. APPEALS FROM REGISTRAR. (1) A person affected by an order or decision of the Registrar may appeal to a Judge in chambers. (2) An appeal shall be by written notice to attend before the Judge, without fresh summons, within five days after the decision complained of or such further time as is allowed by a Judge or the Registrar. (3) Unless otherwise ordered, there must be at least one clear day between service of the notice of appeal and the day of hearing. (4) An appeal from the decision of the Registrar does not operate as a stay of proceedings unless so ordered by a Judge or the Registrar. 6

Companies Rules s. 7. (5) The appeal shall be by a rehearing de novo of the application but each party, subject to any proper objections to admissibility, may rely on any affidavit used before the Registrar and on any evidence given orally before him, but if any other party desires the production of the deponent or witness for examination before the Judge the affidavit or oral evidence may not be relied on without production of the deponent or witness, except by leave of the Judge. 7. PROCEEDINGS ATTACHED TO OFFICE OF REGISTRAR. All proceedings under the Act or these Rules shall be attached to the office of the Registrar. 8. FILING OF DOCUMENTS. All petitions, notices of motion, summonses, affidavits, orders, certificates, proofs of debts, notices, depositions, bills of costs and other documents in proceedings under the Act or under these Rules shall be filed within the time fixed by these Rules, and where no time is expressly fixed they shall be filed before the hearing of the application to which they relate commences unless the Court, Judge or Registrar otherwise permits. 9. PREPARATION OF PETITIONS, ETC. A petition, notice of motion and summons to which these Rules relate shall be prepared by the applicant or his lawyer. 10. SERVICE OF PETITION, ETC. (1) Subject to any order to the contrary, a petition, notice of motion and summons shall be served on every person against whom any order or other relief is sought, but the Court or a Judge may at any time (a) direct that service be effected or notice of proceedings given to any person who may be affected by the order or other relief sought; and (b) direct how the service is to be effected or the notice given, and any person so served or notified is entitled to be heard. (2) A document referred to as an exhibit in an affidavit must be made available for inspection by any person on whom service of the affidavit is required. 11. MODE OF SERVICE, GAZETTAL, ETC. (1) Except as otherwise provided by the Act, these Rules or an order (a) a notice, summons or other document (except where personal service is required) is sufficiently served if left at, or sent by pre-paid post to, the last-known address of the person to be served or the address (if any) at which that person has authorized service on him to be effected, and the notice, summons or document, if so sent by pre-paid post, shall be 7

s. 11. Companies Rules (b) deemed to have been served at the time that it ought to be delivered in the ordinary course of post and notwithstanding it is returned by the postal authorities; and no service is invalid by reason of the fact that the name or any of the names other than the surname (if any) of the person to be served has been omitted from the document containing the person s name if the Court is satisfied that in other respects the service of the document has been sufficient; and (c) when the lawyer for a party to be served accepts service of a document on behalf of that party and endorses the original or a copy of it to that effect that service is sufficient. (2) Unless otherwise expressly provided in these Rules or expressly ordered (a) (b) (c) all matters that are required to be gazetted shall be published once in the National Gazette; and all matters that are required to be advertised shall be published once in a newspaper published in and circulated throughout the country not less frequency than once a week; and all matters that require to be gazetted subsequent to a winding-up order shall be gazetted by the liquidator; and (d) where (i) a winding-up order is amended; or (ii) a matter that has been gazetted has been amended or altered; or (iii) a matter has been wrongly or inaccurately gazetted or advertised, the matter must be re-gazetted or re-advertised with the necessary amendments and alterations. (3) Unless otherwise expressly provided in these Rules or expressly ordered, where any matter is gazetted or advertised for or in connection with any proceedings under the Act or these Rules (a) a memorandum referring to and giving the date of the gazettal or advertisement, signed by the person responsible for the gazettal or advertisement or his lawyer, shall be filed (i) if the advertisement relates to proceedings for or in connection with a winding-up by the Court by the liquidator; or (ii) in any other case by the party responsible for publishing the advertisement; and (b) in the case of an advertisement for or in connection with a winding-up by the Court, a copy of the National Gazette or newspaper in which the advertisement appeared shall be delivered to the liquidator by the party responsible for publishing the advertisement; and 8

Companies Rules s. 12. (c) a memorandum under Paragraph (a) is prima facie evidence that the advertisement to which it refers was published in the National Gazette or in the issue of the newspaper mentioned in it. 12. INQUIRY AND CERTIFICATE AS TO MEETINGS ORDERED BY THE COURT. (1) Where an order is made for the convening of a meeting to consider a resolution, the party obtaining the order or his lawyer shall, after the meeting has been held, attend before the Registrar on a day to be appointed by the Registrar. (2) The Registrar shall inquire whether (a) the meeting was duly convened; and (b) the resolution was duly passed at the meeting in accordance with the terms of the order under which it was held. (3) The Registrar shall certify to the Court or the Judge (a) whether the meeting was duly convened and the resolution was duly passed; and (b) if in his opinion any irregularities occurred in the convening of the meeting or in the passing of the resolution, the nature and extent of the irregularities. (4) No order based on any such resolution shall be made by the Court or a Judge until a certificate of the Registrar under Subsection (3) has been filed. 13. FORMS. Subject to these Rules, where a provision of these Rules is specified in the first column of Schedule 1 the form in Schedule 2 that is specified in the third column of Schedule 1 in relation to the provision is the form to be used for the purposes of the provision in relation to the matter or thing described in the second column of Schedule 1 in reference to it. 9

s. 14. Companies Rules PART II. PETITIONS. 14. APPLICATIONS REQUIRED TO BE BY PETITION. Applications under the following provisions of the Act shall be made by petition, and shall be heard and determined in open court: (a) Section 66 (application to confirm a reduction of capital); and (b) Section 186 (application by the Attorney-General for the winding-up of a company or a foreign company after a report has been presented by an inspector appointed under Division VII.4); and (c) Section 197 (application for relief against oppression); and (d) Section 239 (application for the winding-up of a company by the Court); and (e) Section 326 (application for the winding-up of an unregistered company). 15. PRESENTATION OF PETITION. (1) Presentation of a petition shall be effected by filing the petition in the Registry. (2) The date and time of the presentation shall be endorsed on the petition by the Registrar. (3) Except in the case of a petition to confirm a reduction of capital, the Registrar, on the presentation of the petition, shall appoint a time and place for the hearing. 16. VERIFICATION OF PETITION. (1) A petition shall (a) set out in the prayer the nature of the relief sought; and (b) contain all the allegations necessary in support of it; and (c) be verified by affidavit. (2) The affidavit verifying the petition shall be made (a) by the petitioner or by one of the petitioners, if more than one; or (b) where the petition is presented by a corporation by a director, secretary or other principal officer of the corporation, and shall be filed with the petition, and the affidavit is prima facie evidence of the statements in the petition. (3) When a petition is required to be served, a copy of the verifying affidavit shall be served with the petition. 10

Companies Rules s. 17. 17. ENDORSEMENT OF TIME AND PLACE OF HEARING. When a time has been appointed for the hearing of the petition, notice of the time and place appointed for hearing the petition shall be written on the petition and on the copies of it by the officer of the Court authorized by these Rules to fix the time and place for the hearing, and that officer may at any time before the petition has been advertised alter the time appointed and fix another time. 18. SERVICE OF PETITION. (1) A petition shall, unless presented by the company, be served on the company. (2) If there is no registered office, the petition may be served on the company (a) at the principal or last-known principal place of business of the company (i) by leaving a copy with any member, officer or servant of the company there; or (ii) if no such member, officer or servant can be found there by leaving a copy at the principal or last-known principal place of business; or (b) by serving it on such member, officer or servant of the company as the Court directs. (3) Where a petition in relation to a company in the course of being wound up is presented by a person other than the liquidator of the company, the petition shall be served personally on the liquidator. 19. COPY OF PETITION FOR MEMBER OR CREDITOR. Each member or creditor of the company is entitled to be furnished by the petitioner or his lawyer with a copy of the petition within 48 hours after requiring it, on payment at the rate of 14t per folio of the copy. 20. NOTICE OF INTENTION TO APPEAR. (1) A person who intends to appear on the hearing of a petition shall serve on the petitioner or his lawyer notice of his intention. (2) The notice shall (a) be signed by the person or by his lawyer; and (b) give the address of the person signing it; and (c) be served, or (if sent by post) posted in such time as in the ordinary course of post to reach the address of the petitioner as shown in the petition 11

s. 21. Companies Rules (i) not later than 4 p.m. of the day before the day appointed for the hearing of the petition; or (ii) if that day be a Monday, or a Tuesday following a public holiday, not later than 4 p.m. of the Friday before that day. (3) A person who has failed to comply with this section shall not be allowed to appear on the hearing of the petition without the special leave of the Court. 21. LIST OF PERSONS INTENDING TO APPEAR. (1) The petitioner or his lawyer shall prepare a list of the names and addresses of the persons who have given notice of their intention to appear on the hearing of the petition and of their respective lawyers. (2) On the day appointed for hearing the petition, a copy of the list referred to in Subsection (1), or if no notice of intention to appear has been given a statement to that effect, shall be filed by the petitioner or his lawyer, before the hearing of the petition. 22. AFFIDAVITS OPPOSING THE PETITION, AND IN REPLY. (1) Affidavits in opposition to a petition shall be filed and a copy of them served on the petitioner or his lawyer at least seven clear days before the time appointed for the hearing of the petition. (2) Any affidavit in reply to an affidavit filed in opposition to a petition (including a further affidavit in support of any of the facts alleged in the petition) shall be filed within three days after the date of service on the petitioner of the affidavit in opposition, and a copy of the affidavit in reply shall be served on the petitioner or his lawyer without delay. 23. SUBSTITUTION OF ANOTHER PERSON AS PETITIONER. (1) Where a petitioner is not entitled to present a petition or, whether he is so entitled or not, where he (a) fails to take all the steps prescribed by these Rules preliminary to the hearing of the petition; or (b) consents to withdraw his petition or to allow it to be dismissed or the hearing to be adjourned; or (c) fails to appear in support of his petition when it is called on in court on the day originally fixed for the hearing or any day to which the hearing has been adjourned, or appears and does not apply for an order in the terms of the prayer of his petition, the Court, on such terms as it thinks just, may substitute as petitioner any person who, in the opinion of the Court, would have a right to present the petition and who wishes to proceed with the petition. 12

Companies Rules s. 23. (2) Where a petitioner fails to advertise his petition within the time prescribed by or under these Rules or consents to withdraw his petition, an order to substitute a petitioner may be made by the Registrar at any time before the date fixed for the hearing. 13

s. 24. Companies Rules PART III. REDUCTION OF CAPITAL. 24. APPLICATION OF PART III. This Part applies only to a petition by a company to the Court for the confirmation of a resolution to reduce its share capital. 25. APPLICATION FOR DIRECTIONS. After the petition has been presented, an application for directions as to the proceedings to be taken and the inquiry to be made shall be made without delay by summons returnable before the Registrar. 26. POWERS OF REGISTRAR. On the hearing of the summons or on any adjourned hearing or hearings of the summons or any subsequent application, the Registrar may make such orders and such directions as he thinks proper as to all proceedings to be taken, and more particularly (a) directing the petition to be heard by the Court on a date and place to be fixed by the Registrar; or (b) directing that, having regard to any special circumstances, all or any of the provisions of Section 66(2) of the Act shall not apply as regards any specified class of creditors; or (c) to the publication of notices; or (d) where the settlement of a list of creditors is ordered, fixing the date with reference to which the list of creditors is to be made out and generally fixing a time for and giving directions as to all other necessary or proper steps in the matter, whether expressly mentioned in the succeeding provisions of these Rules or not 27. FILING AFFIDAVITS VERIFYING LISTS OF CREDITORS. (1) Within seven days after the date with reference to which the list of creditors is to be made out or within such other time as the Registrar orders, the company shall file an affidavit made by some officer or officers of the company competent to make it verifying a list containing, as far as possible, the names and addresses of the creditors of the company to whom the inquiry extends. (2) The list shall also contain the amounts due to the creditors named in it in respect of any debts, claims or liabilities to which the inquiry extends, or in the case of any such debt payable on a contingency or not ascertained, or of any such claim or liability, the value as far as can be justly estimated of the debt, claim or liability. (3) The list shall be filed with the affidavit. (4) The person making the affidavit shall state in it his belief that the list verified by the affidavit is correct and that there was not at the date with reference to 14

Companies Rules s. 28. which the list of creditors is to be made out any debt, claim or liability that, if that date were the commencement of the winding-up of the company, would be admissible in proof against the company except (a) such debts, claims and liabilities as are set out in the list; and (b) any debts, claims or liabilities to which the inquiry does not extend. 28. PUBLICATION OF LIST OF CREDITORS. Copies of the list containing the names and addresses of the creditors and the total amount due to them (including the value of any debts, claims or liabilities estimated in accordance with Section 27 but omitting the amounts due to them respectively), or if the Registrar so directs complete copies of the list, shall be kept at the registered office of the company and at the office of the lawyer to the company, and any person wishing to inspect the list may at any time during the ordinary hours of business inspect and take extracts from the list on payment of the sum of 20t. 29. NOTICE OF PETITION, ORDER AND LIST OF CREDITORS, ETC. (1) Within seven days after the filing of the affidavit under Section 27, or at such other time and in such manner as the Registrar orders, the company shall gazette and advertise notice of the presentation of the petition. (2) A notice shall state (a) the amount of the proposed reduction of capital; and (b) the places where the list of creditors may be inspected; and (c) the time fixed by the Registrar within which creditors of the company, who are not in, but are entitled to be entered in, the list and wish to be entered in it, must send to the company or its lawyer (i) their names and addresses; and (ii) the particulars of their debts or claims or the liabilities of the company to them; and (iii) the names and addresses of their lawyers (if any). (3) The company shall send to each creditor whose name is entered in the list a notice stating (a) the amount of the proposed reduction of capital; and (b) the effect of the order directing the inquiry; and (c) the amount or estimated value of the debt or the contingent debt, or of the claim or liability, (or both) for which the creditor is entered in the list; and (d) the time fixed by the Registrar within which, if he claims to be entitled to be entered in the list as a creditor for a larger amount, he must send to the lawyer for the company 15

s. 30. Companies Rules (i) (ii) (iii) his name and address; and the particulars of his debt or claim or the liability of the company to him; and the name and address of his lawyer (if any). 30. BARRING OF LATE CLAIMS. (1) After the time fixed to send in particulars of his claim, no claim by any person to be a creditor, or to be a creditor for an amount larger than that for which he is entered on the list, shall be received without special leave by the Registrar and on such terms and conditions as to costs and otherwise as the Registrar thinks proper. (2) On an application for special leave under Subsection (1), the summons shall be served on the company, and shall be supported by an affidavit setting out the facts on which the creditor relies. 31. AFFIDAVIT VERIFYING LIST. (1) Within seven days after the expiration of the time fixed by the Registrar for creditors to send in particulars of their claims or within such other time as the Registrar directs, the company shall file with the Registrar an affidavit made by the company s lawyer stating the results of the notices gazetted, advertised or sent under Section 29 and verifying a list (to be filed with the affidavit) containing (a) the names, in alphabetical order, and addresses of the persons who have sent in the particulars of their debts or claims or the liabilities of the company to them in pursuance of the respective notices; and (b) the amounts, or estimated amounts, of the debts, claims or liabilities. (2) Some competent officer or officers of the company shall join in the affidavit and shall in the list distinguish which (if any) of the debts claims and liabilities (a) are wholly or partly admitted by the company; and (b) are wholly or partly disputed by the company; and (c) are alleged by the company to be wholly or partly excluded from the inquiry. (3) The company shall, at the same time, file with the Registrar the following lists of creditors made out in alphabetical order and showing the address of each creditor and the amount or estimated amount of the debt, claim or liability for which each is entered in the list kept under Section 28 or filed under Subsection (1): (a) a list of all creditors who have been paid or who have consented to the proposed reduction of the company s capital, verified by an affidavit made by some competent officer or officers of the company exhibiting the receipts, and, where necessary, the invoices showing the payments made, and in the case of each consenting creditor a written consent signed 16

Companies Rules s. 32. (b) (i) (ii) (iii) by him; or by a member of the firm, if the creditor is a firm; or under the seal of the company, if the creditor is a company; and a list of all creditors whose debts or claims the company does not admit at their full amounts but is willing to appropriate in such manner as the Registrar directs. 32. SETTLEMENT OF LIST OF CREDITORS. (1) Where (a) the company has filed a list of creditors consenting to the proposed reduction or of creditors whose debts or claims, or the liabilities of the company to whom, the company is willing to appropriate as the Registrar directs; or (b) any debt, claim or liability, the particulars of which have been sent in in accordance with the preceding provisions of this Part, has not been admitted by the company at its full amount or estimated amount and the company is not willing to appropriate its full amount as the Registrar directs; or (c) any such debt, claim or liability is alleged by the company to be not wholly included in the inquiry, the company shall without delay apply ex parte to the Registrar for directions. (2) On the application the Registrar may (a) order that the affidavit verifying the consent is sufficient proof of the consent, or may require any further proof; and (b) give such directions as he thinks proper for securing, in accordance with Section 66(2) of the Act, the payment of the debt or claim of, or the discharge of the liability of the company to, any creditor who does not consent to the proposed reduction, and for that purpose may require such evidence and give such directions as are necessary and may give such further or other directions as appear to him desirable. (3) Where (a) the company contends that a person is not entitled to be entered in the list of creditors in respect of any debt, claim or liability, whether admitted or not; or (b) any debt, claim or liability the particulars of which have been sent in are not admitted by the company at its full amount or estimated amount, then unless the company is willing to appropriate in such manner as the Registrar directs the full amount of the debt, claim or liability the company shall, if the Registrar so directs, serve on the creditor a notice that he is required 17

s. 33. Companies Rules (c) (d) to come in and establish his title to be entered on the list; or to come in and prove the debt, claim or liability or such part of it as is not admitted by the company, as the case may be, by a day and time specified in the notice, being a day not less than four clear days after the notice, and being the time appointed by the Registrar for adjudication on the titles, debts, claims and liabilities. 33. PROOF OF DEBT. A creditor who has received notice that he is required to come in and prove his title shall file an affidavit verifying his debt or claim or the liability of the company to him, and shall on the day fixed appear before the Registrar and there produce all deeds and documents necessary to prove his debt or substantiate the claim or liability. 34. ADJOURNMENT OF HEARING, ETC. The Registrar may adjourn the hearing of the proofs of debts, claims and liabilities as often as he thinks proper, and may on the hearing or any adjourned hearing (a) direct such investigation of all or any of the claims; and (b) require such further particulars, information or evidence relating to the claims, as he thinks proper, and may hear evidence and disallow any claim or any part of a claim or fix the amount at which any debt, claim or liability is to be allowed. 35. CREDITORS COSTS. (1) A creditor who has come in and established his debt or claim or the liability of the company to him is entitled to costs unless the Registrar is of opinion that in the circumstances costs ought not be allowed. (2) The Registrar shall fix the costs unless he thinks fit to direct them to be taxed, and the amount of the costs so fixed or taxed shall be added to the debt, claim or liability so established. 36. CREDITORS WRONGLY LISTED AS CONSENTING. On the application of a creditor appearing on any list as having consented to the proposed reduction of the company s capital, the Registrar may before, or the Court may on, the hearing of the petition (a) if he or it is satisfied that the creditor has not consented or that the circumstances of his consent were such as to make it proper to do so, order that the creditor be at liberty to appear on the hearing of the petition and oppose the proposed reduction of capital; and 18

Companies Rules s. 37. (b) for that purpose, direct any investigation, and require such particulars or information or hear such evidence as he or it thinks fit to require. 37. REGISTRAR S CERTIFICATE. (1) The result of the settlement of the list of creditors shall be stated in a certificate to be settled and signed by the Registrar and filed without delay. (2) The certificate shall state (a) the debts, claims or liabilities admitted at their full amount by the company; and (b) the debts, claims or liabilities the full amount of which the company is willing to appropriate; and (c) the names of the creditors who have come in under Section 33 and sought to establish their title to be entered in the list of creditors, distinguishing (i) those whose debts or claims, or the liabilities of the company to whom, have been disallowed by the Registrar; and (ii) those the amounts of whose debts or claims, or the liabilities of the company to whom, have been fixed by the Registrar, and showing the amounts so fixed; and (d) the debts, claims or liabilities the full amount of which the company does not admit or is not willing to appropriate, or such as have been disallowed or the amounts of which have not been fixed by the Registrar; and (e) the names of the creditors appearing on the list filed by the company as consenting to the proposed reduction of capital and the total amount of the debts due to them; and (f) the total amount of the debts or claims the payment of which has been secured as provided by Section 66(2) of the Act and the persons to or by whom they are due or claimed. (3) No reference need be made in the certificate to any debts, claims or liabilities to which the inquiry does not extend. 38. DATE FOR HEARING OF PETITION. (1) Where a list of creditors has been settled the Registrar shall on settling and signing his certificate fix the time and place for the hearing of the petition, which time shall not be less than 14 days after the filing of his certificate. (2) When a time is fixed under Subsection (1), the company shall, not less than five days before the day so fixed, gazette and advertise a notice, in the prescribed form, of the day fixed for the hearing. 19

s. 39. Companies Rules 39. APPEARANCE BY DISSENTING CREDITOR. (1) A person appearing on the Registrar s certificate to be a creditor of the company who has not consented to the proposed reduction of capital and whose debt or claim, or the liability of the company to whom, has not been secured in full may appear on the hearing of the petition and oppose the application unless (a) the company is willing to appropriate his debt or claim, or the liability of the company to him, in such manner as the Court directs; or (b) his debt or claim, or the liability of the company to him, has been discharged or determined. (2) A dissenting creditor who appears at the hearing of an application under Section 66 of the Act is entitled to costs unless the Court is of the opinion that in the circumstances his costs are not to be allowed. 40. HEARING. (1) The Court may adjourn the hearing of the petition from time to time as it thinks fit. (2) On the hearing of the petition, the Court may give such directions as it thinks proper for securing, in accordance with Section 66(2) of the Act, the payment of the debts or claims of any creditors who do not consent to the proposed reduction, and for that or any other purpose may require such evidence and give such further directions as are necessary. 41. ORDER CONFIRMING REDUCTION. An order confirming a reduction shall show the particulars required to be shown by Section 66(5) of the Act, and shall contain directions (a) as to the time within which an office copy of the order shall be lodged with the Registrar of Companies; and (b) as to the manner and mode in which notice of the order is to be gazetted and advertised after the office copy of the order has been lodged with the Registrar of Companies. 20

Companies Rules s. 42. PART IV. WINDING-UP BY THE COURT AND APPLICATIONS UNDER SECTION 186 OF THE ACT. 42. APPLICATION OF PART IV. This Part applies only to petitions for winding-up and petitions under Section 186 of the Act. 43. ADVERTISEMENT OF PETITION. (1) A petition shall be gazetted and advertised not less than 14 days before the hearing. (2) The advertisement shall state (a) the day on which the petition was presented; and (b) the date and place appointed for the hearing of the petition; and (c) the name and address of the petitioner and of his lawyer and town agent (if any), and shall contain a note at its foot stating that any person who intends to appear at the hearing of the petition, either to oppose or support, must send notice of his intention to the petitioner or to his lawyer within the time and in the manner specified in Section 20. (3) An advertisement of a petition that does not contain a note required by Subsection (2) shall be deemed to be irregular. 44. NOMINATION OF OFFICIAL LIQUIDATOR BY REGISTRAR. (1) On the application of the petitioner, the Registrar shall nominate in writing the official liquidator who is entitled to be appointed as liquidator if an order for the winding-up of the company is made by the Court. (2) The Registrar may, as circumstances require, make further nominations. (3) Before the hearing of the petition the petitioner or his lawyer shall obtain and file the written consent of the official liquidator nominated by the Registrar. 45. ATTENDANCE ON REGISTRAR. (1) After a petition has been presented, the petitioner or his lawyer shall, on a day appointed by the Registrar, attend before the Registrar and satisfy him that (a) the petition has been duly gazetted and advertised; and (b) the prescribed affidavit verifying the statements in the petition and the affidavit of service (if any) have been duly filed; and (c) the written consent of the liquidator nominated by the Registrar has been obtained and filed; and 21

s. 46. Companies Rules (d) the provisions of these Rules as to petitions have been duly complied with by the petitioner, and a certificate under the hand of the Registrar is evidence that the provisions of this section have been complied with. (2) No order other than an order for the dismissal or adjournment of the petition shall be made on the petition of a petitioner who has not, before the hearing of the petition, attended before the Registrar at the time appointed and satisfied him as required by this section. 46. NOTICE OF WINDING-UP ORDER. (1) Where an order is made for the winding-up of a company, the petitioner shall inform the liquidator without delay, and shall, within 14 days of the pronouncement of the order (a) gazette and advertise a notice of the making of the order; and (b) serve on the liquidator a copy of the order. (2) The copy of the winding-up order required by Section 247(2) of the Act to be served on the secretary or manager of the company may be served either personally or by pre-paid post addressed to the secretary or manager at the registered office of the company (if any), or if there is no such registered office at its principal or lastknown place of business. (3) Unless the Court otherwise directs, an order for the winding-up of a company by the Court shall contain at its foot a note stating that it is the duty of such of the persons who are liable to make out, or concur in making out, the company s statement of affairs as the liquidator requires to attend on the liquidator at such time and place as he appoints and give him all the information that he may require. 47. ORDER APPOINTING PROVISIONAL LIQUIDATOR. (1) At any time after the presentation of a petition, on application by a creditor or contributory or by the company and on proof by affidavit of sufficient grounds for the appointment of a provisional liquidator, the Court may make the appointment on such terms as the Court thinks just or necessary. (2) An order appointing a provisional liquidator shall state the nature and give a short description of the property of which the provisional liquidator is ordered to take possession, and the duties to be performed by him. (3) On the pronouncement of the order the party obtaining the order shall without delay file a notice of the making of the order with the Registrar of Companies, and cause the notice to be gazetted and advertised. (4) Unless the Court otherwise orders, the expense of complying with Subsection (3) is a charge on the assets of the company. 22

Companies Rules s. 47. (5) Within seven days after the order is issued the party obtaining the order shall file with the Registrar of Companies an office copy of the order and serve a copy of it on the company and on any other person on whom the Court directs service to be made. (6) On the completion of his term of office, a provisional liquidator is, on accounting to the liquidator (if any), entitled to be paid out of the property of the company all costs, charges and expenses properly incurred by him and such remuneration as is authorized by the order appointing him or any subsequent order, and may retain out of the property the amount of such costs, charges, expenses and remuneration. 23

s. 48. Companies Rules PART V. MOTIONS. 48. APPLICATIONS REQUIRED TO BE BY MOTION. Applications under the following provisions of the Act shall be made by motion, and shall be heard and determined in open court: (a) Section 12(10) (appeal from decision of the Companies Auditors Board); and (b) Section 29(5) (application to cancel alteration in objects of company); and (c) Section 61 (application to confirm the issue of shares at a discount); and (d) Section 64 (application to validate the issue or allotment of shares invalidly issued or created or to confirm the terms of issue or allotment of such shares); and (e) Section 67 (application to set aside a proposed variation or abrogation of rights attached to shares); and (f) Section 91(5) (application by trustee or representative to confirm, set aside or vary a direction of the interest holders); and (g) Section 97(4) (application to confirm resolution to wind up scheme relating to interests other than shares or debentures); and (h) Section 125 (application by an undischarged bankrupt for leave to act in the management of a corporation); and (i) Section 142 (application by certain convicted persons for leave to engage in the management of a company); and (j) Section 181(5) (application for Court to inquire into case of offending officer or agent); and (k) Section 184(10) (application for Court to inquire into case of offending officer or agent); and (l) Section 190(2) (application as to removal of restrictions on shares); and (m) Section 249(1) (application to remove liquidator appointed by the Court); and (n) Section 261 (application to stay proceedings in a winding-up); and (o) Section 383(3) (application for the repayment of moneys to a company); and (p) Section 284 (application for leave to wind up voluntarily when a petition for winding-up by the Court has been presented); and (q) Section 286(2) (application to remove a liquidator and appoint another in his place); and 24

Companies Rules s. 49. (r) (s) Section 397(2) (application for relief in respect of any default or breach of trust); and Section 401 (application for assessment of damages against delinquent officers). 49. NOTICE OF MOTION. (1) A notice of motion shall state the nature and the grounds of the application. (2) Where a notice of motion is required by these Rules to be served, the notice shall be served not less than two clear days before the day named in the notice for hearing the motion. (3) Every motion shall be supported by an affidavit, and a copy of any affidavit in support of the motion shall be served on the respondent. 25

s. 50. Companies Rules PART VI. SUMMONSES. 50. APPLICATIONS REQUIRED TO BE BY SUMMONS. (1) Applications under the following provisions of the Act shall be made by summons, and shall be heard and determined by a Judge in chambers: (a) Section 13(2) (application for order that Registrar assign bond); and (b) Section 17 (application in relation to proprietary companies); and (c) Section 71 (application for approval of payment of interest out of capital); and (d) Section 75(5) (application for substitution of corporate trustee); and (e) Section 80(1) (application for direction that security for certain debentures be enforceable); and (f) Section 81(3) or (4) (application for order for directions as to protection of interests of debenture holders); and (g) Section 82(1) (application by trustee for debenture holders for directions or to determine questions); and (h) Section 104(4) (applications for order for delivery up of documents to company); and (i) Section 115 (application to extend time for filing charges and to rectify register of charges); and (j) Section 147(1) (application for order that a meeting be called other than in accordance with the articles or the Act); and (k) Section 151(6) (application to dispense with circulation of statement); and (l) Section 162 (application for order on default in relation to production of register of members); and (m) Section 163 (application to rectify register of members); and (n) Section 169(5) (application for order that company records be available for inspection); and (o) Section 192 (application for order for meetings in relation to a compromise or arrangement); and (p) Section 192(3), (4) and (10) (application to sanction compromise or arrangement with creditors or members or to restrain proceedings against the company); and (q) Section 194 (application for order facilitating compromise or arrangement); and (r) Section 196 (application for order as to acquisition of shares of dissenting share-holders); and 26

Companies Rules s. 50. (s) (t) (u) (v) (w) (x) (y) (z) (za) (zb) (zc) Section 197(4) (application for leave to make alteration to memorandum or articles inconsistent with a court order); and Section 213(5) or 220 (application to determine appointment as official manager); and Section 218 (application to proceed or stay proceedings when company under official management); and Section 222(6) (application for appointment of liquidator nominated by company); and Section 224(4) (application for leave to dispose of company s assets); and Section 225 (application for directions in an official management); and Section 227 (application to determine all proceedings relating to official management); and Section 228(1) (application to Court for variation or cancellation of resolution appointing official manager); and Section 230(10) (application for release of official manager); and Section 233 (application to invalidate meeting); and Section 241 (application for order that proceedings be deemed not validly taken); and (zd) Section 245(1) (application to validate disposition of property after commencement of Court winding-up); and (ze) Section 250(2) (application to vest company property in liquidator); and (zf) Sections 256 and 257 (applications with respect to release or resignation of liquidator); and (zg) Section 263(1) (application for direction that property be delivered to liquidator); and (zh) Section 263(2) (application to direct payment of money due from a contributory); and (zi) (zj) (zk) Section 263(3) and (4) (application for order for calls and payment of calls); and Section 265(3) (application for order as to priorities in payment of costs, charges and expenses in a winding-up); and Section 267 (application for order summoning persons for examination); and (zl) Section 268 (application for order summoning persons for public examination); and (zm) Section 270 (application for order for arrest of absconding contributory); and (zn) Section 271 (application for leave to rectify register or make call); and 27

s. 50. Companies Rules (zo) (zp) (zq) (zr) (zs) (zt) Section 282 (application for direction that company property be delivered to liquidator); and Section 290(4) (application to sanction resolution transferring company s business or property where company later wound up by Court); and Section 290(5) (application for directions as to arbitration); and Section 290(7) (application for approval of exercise of certain powers by liquidator in creditors voluntary winding-up); and Section 293(3) (application for settlement of dispute as to value in an arrangement with creditors); and Section 293(4) (application to amend, vary or confirm an arrangement); and (zu) Section 294 (application for determination of a question or for exercise by Court of powers in a voluntary winding-up); and (zv) Section 297 (application relating to the control and conduct of a liquidator in a winding-up); and (zw) (zx) (zy) Section 299 (application for order in respect of decision of the liquidator); and Section 310(9) (application for order as to distribution of assets where there have been indemnifying creditors); and Section 315(2) (application to set aside rights of liquidator in favour of an executing or attaching creditor); and (zz) Section 316(4) (application to set aside rights of liquidator where Sheriff executing judgement on behalf of a creditor); and (zza) Section 317(1) (application for reference to the Attorney-General of question of prosecution of delinquent officer or member); and (zzb) Section 317(4) (application for order conferring power to investigate the affairs of the company); and (zzc) Section 317(5) (application to approve liquidator proceeding against delinquent officer or member); and (zzd) Section 317(6) (application to direct liquidator to report delinquent officer or member); and (zze) Section 317(9) (application to direct that persons concerned in company s affairs assist prosecution); and (zzf) Section 318(1) (application to declare dissolution void); and (zzg) Section 319(6) (application for order that name of a company be restored to the register); and (zzh) Section 364(6) (application for direction as to disposal of net assets in the country of a foreign company); and 28